Western Digital 2006 Annual Report Download - page 91

In addition, on August 5, 2005, the Board of Directors approved the payment of $2,500 per day (or time
aggregating a full work day) for time spent by any independent director outside of Board of Directors or committee
meetings assisting with specified succession planning matters, resulting in additional payments aggregating $32,500 to
members of our Board of Directors during fiscal 2006.
Messrs. Massengill, Shakeel and Coyne, who are our employees, do not receive any additional compensation for their
service on the Board of Directors or any Board of Directors committee.
Non-Employee Directors Stock-for-Fees Plan. Under our Amended and Restated Non-Employee Directors
Stock-for-Fees Plan, each non-employee director may elect prior to any calendar year to receive shares in lieu of any
or all of (1) the annual retainer fee(s) otherwise payable to him or her in cash for that calendar year, and/or (2) for calendar
years prior to 2006, the meeting attendance fees otherwise payable to him or her in cash for that calendar year. We
determine the number of shares of common stock payable to a non-employee director under the Non-Employee Directors
Stock-for-Fees Plan by dividing the amount of the cash fee the director would have otherwise received by the fair market
value of the common stock on the date the cash fee would have been paid.
At the time of the election for a particular calendar year, we permit each non-employee director to defer between a
minimum of $2,000 and a maximum of 100% of any cash or stock compensation to be paid to the director during that
calendar year in accordance with our Deferred Compensation Plan. A deferral will not change the form (cash or shares) in
which the fee is to be paid at the end of the deferral period. If a director has made an election pursuant to our Non-
Employee Directors Stock-for-Fees Plan to defer common stock in lieu of annual retainer or meeting fees otherwise
payable to the director, deferred stock units will be credited to the director’s deferred compensation account and such
deferred stock units will carry no voting or dividend rights. For amounts deferred in cash pursuant to our Non-Employee
Directors Stock-for-Fees Plan, each participant may elect one or more measurement funds to be used to determine
additional amounts to be credited to his or her account balance, including certain mutual funds and a declared rate fund
under which we credit interest at a fixed rate for each plan year. We set the fixed interest rate prior to the beginning of the
plan year. The fixed interest rate was 5.25% for calendar year 2006, 5.50% for calendar year 2005, and 6.00% for calendar
year 2004. Prior to January 1, 2006, pursuant to the Non-Employee Directors Stock-for-Fees Plan, we paid a 25%
premium to each non-employee director who elected to defer annual retainer or meeting fees to be received in common
stock. Effective January 1, 2006, the Board of Directors has eliminated the payment of this premium.
Non-employee directors have deferred the payment of annual retainer and/or meeting fees pursuant to our Non-
Employee Directors Stock-for-Fees Plan and our Deferred Compensation Plan in the last three fiscal years as follows:
Non-Employee Director
2006 Deferred
Stock Units
2006 Cash
Deferred
2005 Deferred
Stock Units(1)
2005 Cash
Deferred(2)
2004 Deferred
Stock Units(1)
2004 Cash
Deferred(2)
Peter D. Behrendt ..... — $40,000 — $ — 2,120 $ 28,750
Kathleen A. Cote...... — — — 17,250 4,000 41,688
Henry T. DeNero ..... — — — — — —
William L. Kimsey . . . . — — — — 2,120 23,000
Michael Lambert ...... — — — — — —
Roger H. Moore ...... — — 1,912 — 7,376 —
Thomas E. Pardun ..... — 42,500 2,306 — 2,120 28,750
Total............. — $82,500 4,218 $17,250 17,736 $122,188
(1) Includes a 25% premium, in the form of shares of our common stock, that each non-employee director received prior
to January 1, 2006 under the Non-Employee Directors Stock-for-Fees Plan for any election to defer common stock
received in lieu of annual retainer or meeting fees otherwise payable to the director. After December 31, 2005,
deferrals of common stock received in lieu of annual retainer or meeting fees are ineligible for a premium payment.
(2) Includes a 15% premium, in the form of cash, that each non-employee director received prior to January 1, 2005
under the Non-Employee Directors Stock-for-Fees Plan for any election to defer his or her annual retainer or meeting
fees to be received in cash. After December 31, 2004, cash deferrals by non-employee directors are ineligible for a
premium payment.
85